"The blasphemy of the Tyranids is such that only one solution is acceptable. Extermination. There can only be two sides in a fight - choose carefully, lest you and I find ourselves on different sides."
— Chaplain Ortan Cassius, Master of Sanctity of the Ultramarines Chapter

The Battle of Macragge was the greatest test ever faced by the Ultramarines Chapter of Space Marines when they confronted and defeated the first invasion of the Milky Way Galaxy by the Tyranids of Hive Fleet Behemoth in 745.M41, bringing an end to the First Tyrannic War.

The victory would lead to several changes in the Chapter's tactical organisation and doctrine to fight this new threat, including the introduction of the Tyrannic War Veterans.


A New Threat

Calgar Hive Fleet Behemoth

Chapter Master Marneus Calgar leads his Ultramarines in the desperate defence of Macragge.

Over the 10 millennia that passed after the mortal wounding of their Primarch Roboute Guilliman, the Ultramarines defended the Realm of Ultramar against all manner of invaders -- some so strange as to defy the comprehension of the common man.

The Ultramarines have tested their might against Ork WAAAGH!s and Renegade uprisings, T'au incursions and Necron raids, but the measure of their heroism is shown truest in battles where they have defended all life in the galaxy itself in the face of threats from beyond known space.

So did the Sons of Ultramar prove in the 35th Millennium in battle against the Star-Striders of Crioth, and in retaliation for the Heavenfall Massacres. But of all these terrible wars and heroic struggles, there is one conflict that stands above all others -- the onslaught of Hive Fleet Behemoth against the Chapter's homeworld of Macragge.

Thanks to Ordo Xenos Inquisitor Kryptman's discoveries at Tyran Primus, the defenders of Macragge had been forewarned of the horror headed towards them. Upon learning of the threat posed to Ultramar by Hive Fleet Behemoth, Marneus Calgar at once drew up his plans. Deeming Macragge to be the star system most immediately threatened, Calgar ordered its already formidable defences to be further improved. A dozen warships already hung in orbit, and each day more arrived from the Warp. Massive Strike Cruisers cast shadows over civilian vessels and Imperial Navy Destroyers, and were themselves dwarfed by the brooding presence of the Ultramarines' Battle Barges. Between this mighty fleet of warships and the planet's no less formidable orbital defence stations, Macragge was anything but defenceless.

Scant solar weeks later, the outrider vessels of the Tyranid fleet attacked Macragge. The alien bio-vessels swept aside attacks by Ultramarines Strike Cruisers and swarmed over the planet below. Soon many thousands of Mycetic Spore-birthed beasts scurried and rampaged across Macragge. Deeming that the Tyranid threat was too massive to be opposed piecemeal, Calgar combined his ground forces into three mighty armies. The primary and secondary taskforces, composed largely of 1st Company Veterans and the regiments of the Ultramaran Planetary Defence Forces, bolstered Macragge's polar fortresses against the Tyranid onslaught. Meanwhile, Calgar's taskforce, the largest of the three, performed a series of rearguard actions, attempting to slow the Tyranid advance and eliminate Hive Mind synapse-control organisms. Calgar achieved great success in the early days of the campaign, buying time with blood for his Battle-Brothers to the north and south. However, the Tyranids kept coming.

In a final climactic battle on Cold Steel Ridge, the Ultramarines rearguard was brutalised by the Tyranid horde and Calgar himself was gravely wounded. Knowing that to remain planetside was to doom his followers to wasteful death, Calgar withdrew to the orbiting Battle Barge Octavius. Refusing all but the most vital medical attention, the Master of Macragge took command of the fleet, and sought a way to save his world from certain destruction. Hours later, the main Tyranid fleet arrived at Macragge. With no sign of reinforcements, Calgar led his fleet in a series of daring attacks, striking at isolated vessels as they spread out to invade Macragge in force. Caught between the blistering firepower of Macragge's polar fortresses and the vengeful hammer blows of Calgar's fleet, Tyranid vessels were destroyed by the score, but many more yet remained.

As battle raged, the Tyranids unleashed thousands of Mycetic Spores above the vital polar fortresses -- and if the fortresses were taken, Macragge's guns would be silenced, and the world left defenceless. So it was that the Tyranids landed in even greater numbers than before, and the fortresses soon found themselves sorely beset. Their gruesome cargo delivered, the battered Hive Ships retreated from orbit. Trusting to his Ultramarines to keep the fortresses secure, Calgar relentlessly pursued the Tyranid fleet, determined that it would not bring ruin to other worlds. Never before or since has the valour of the Ultramarines been tested as it was in the defence of the polar fortresses. The Veteran Space Marines of the 1st Company led the lightly-armed Auxilia in a tenacious defence of the fortresses, holding every wall and trench until the last possible moment before it was overrun by the Tyranid swarm. Slowly the troops withdrew ever deeper into the fortress, while making the Tyranids pay for every single yard of ground they advanced.

The Titans of Legio Praetor stalked the ice fields and drove smoking furrows through the onrushing Tyranid hordes with shells and plasma. The ferocity of the swarms was unbelievable. At the northern fortress they overran the walls by using the steaming piles of their own dead for cover. Imperial Battle Titans were dragged down and ripped apart by sheer weight of numbers. The defenders' gun barrels glowed red hot and jammed in spite of the arctic cold, ammunition began to run low even though the fortress had contained stockpiles intended to last for months of siege.

Fightings on Macragge by ARKURION.png

The Ultramarines valiantly defend their world from the Tyranid menace

Yet still the defenders fought on. Lumbering scythe-armed Carnifexes tore into the defenders' bastions like living battering rams, smashing their way through metal and rockcrete walls with equal fury. The Ultramarines had to rely on heavy short-range firepower to bring down the foe, but for each Tyranid that fell, another three sprang forward to continue the fight. Lesser men were paralysed with terror as the Tyranids broke through the perimeter again and again, but the Ultramarines never despaired and never gave thought to defeat.

The Siege of Macragge

The survivors of the Ultramarines 1st Company were still believed to be fighting amongst the defence laser silos of the northern citadel, but all contact with them had been lost after the Tyranids overran the surface outposts. Of the southern garrison, nothing was known. Calgar, feeling that the situation was becoming critical, sent the 3rd and 7th Ultramarines Companies ahead in their fast Strike Cruisers while his remaining damaged ships limped back to Macragge. The Space Marines of the 3rd and 7th Companies deployed onto the poles by Drop Pod, their supporting units following up in Thunderhawk gunships. Scenes of unbelievable carnage awaited them below.

Piles of mangled Tyranid corpses and shattered wargear lay strewn across the ice. Vast, steaming craters pocked the snows where Titan plasma reactors had gone critical. The stench of death lay everywhere. The 7th Company landed unopposed at the southern fortress and quickly linked up with the survivors of the garrison above ground. Together they pushed on to clear the subterranean passages that the Tyranids had overrun.

In the north of Macragge, the 3rd Company came under attack as soon as it landed. Hundreds of creatures emerged from dark tunnel mouths and shattered Imperial bunkers to assail the Space Marines. Only staunch fire laid down by the company's Devastator Squads kept the alien swarm at bay until Thunderhawk gunships arrived to blast the Tyranids back into the darkness. Captain Fabian of the 3rd Company prudently awaited the arrival of the company's 3 Dreadnoughts before proceeding into the fortress itself to search for survivors.

The dark, dank corridors beneath the northern fortress were already altered by the alien presence. Mucous dripped from the walls and ceilings and a pervasive musky stench filled the air. Alien screams and roars echoed and reverberated along the tunnels. The Space Marines pushed onward into corridors littered with Tyranid and Ultramarines dead, the darkness reluctantly receding before their suit lights. Chameleoid Lictors lay in ambush amongst the corpses, slashing into the advance squads in an orgy of destruction. Eventually the forward squads used flamers to burn their way along the passages and flush out their enemy. Even as fire consumed them, the creatures still leapt forward with claws outstretched to rend and slay.

Cold Steel Ridge

"A new Tyrant joined the fray and, in an eyeblink, the whole character of the swarm changed. The ravening berserker-spirit that had driven the Tyranids onto the ridge was gone as if it had never existed. Left in its place something cannier and infinitely more worrisome. It was then that I knew the battle to be lost."
— Ultramarines Scout Sergeant Torias Telion

For a time, Calgar's forces successfully slowed the initial land invasion of the Tyranids, trading territory for time as they whittled down the oncoming swarm. Yet even under Marneus Calgar's legendary leadership, such delaying measures would only delay the inevitable. Withdrawing further north, Genestealers burst from the sewers beneath the Sirocco Starport, slaughtering Macragge's defenders and pilots before they were brought down by vengeful Bolter fire. Much of Calgar's shuttle fleet had been taken out in one fell swoop. Though the Master of Macragge still had access to sufficient Thunderhawk gunships to supply and manoeuvre his Ultramarines, he did not possess the Auxilia forces that made up the bulk of his defence forces. With options running out, Calgar made a fateful decision to make his stand at Cold Steel Ridge.

The Swarmlord

The Tyranid Swarmlord

Having clashed with Calgar's army numerous times, the Hive Mind had learnt much from Calgar and the tactics that he employed. Having identified the Chapter Master as the main threat to the Tyranid advance, the Hive Mind created and despatched the deadly Tyranid bioform later classified in Imperial records as the Swarmlord. The Swarmlord was the monster who led the final assaults on Tyran and Thandros, honing strategies of encirclement and misdirection against their human opponents.

Those same strategies were employed against Calgar's position on Cold Steel Ridge. Up to this point in the siege, the defenders had become accustomed to the near-mindless tactics of the rampaging swarm, but under the influence of the Swarmlord, the Tyranids' primal fury was coupled with keen strategy. The Swarmlord's ploy resulted in the deaths of dozens of Battle-Brothers. On the eastern flank, Calgar watched grimly as the Swarmlord's plans unfolded. As he led the counter assault against a Carnifex brood, Calgar recognised the malevolent intelligence within the creature, quickly realising that his enemy was not the mindless swarm it had first seemed to be.

With the foe reeling, the Swarmlord extended its will and ten thousand alien minds answered. Raveners and Trygons burst from the chill ground in the midst of manned trenches, separating the beleaguered defenders from Calgar's main force. By the time the Ultramarines cut through the subterranean swarms, the trench network was a charnel of gore overrun with Tyranids. The Ultramarines purged them with fire, but in so doing left the Swarmlord's true target -- the mighty Baneblade Pride of Hera -- without infantry support. A wave of Carnifexes tore the super-heavy tank apart. With its destruction, the Imperials' western flank was lost.

Over the next few solar hours, the full depth of the monster's battleplan became apparent as hundreds of Auxilia troops were killed in the most gruesome ways imaginable, as the Swarmlord employed wave after wave of the various Tyranid bioforms at its disposal. Calgar and his Ultramarines fought tirelessly, in an attempt to bolster the weakened sections of their battle line as only an Astartes could, reacting to each new threat with valour. But they were outnumbered and outmatched. Under the direction of the nefarious Swarmlord, the swarm was able to adapt to defeat Calgar's tactics as quickly as the Chapter Master developed them. Then suddenly, the Swarmlord bellowed a challenge to the human commander. Leading a bodyguard of Tyrant Guard and Tyranid Warriors, the monstrous Hive Tyrant plunged into the fray.

Seeing their Chapter Master beset, the Ultramarines hastened to their lord's aid, but soon found themselves assailed from an unexpected quarter. Not all of the Hormagaunts on their left flank were lifeless corpses, for some of the creatures had been lying dormant amongst the corpses of their kin, their ravenous instincts suppressed by the Swarmlord's will. As the Swarmlord charged the Master of Macragge, the Hormagaunts were released from their slumber to fall upon the Ultramarines with fury. Though their number was not great enough to do more than delay the Ultramarines, that delay could prove costly. Calgar was laid low, his body rent and torn. Fortunately, his Honour Guard fought before their wounded Chapter Master, their Axes of Ultramar driving the Swarmlord back from the body of their fallen lord.

Too late, the Thunderhawk gunships arrived from the orbiting Battle Barge Octavius, their first pass blasting the swarm back from the ridge to allow three of their number to land amongst the packed bodies of the dead and retrieve survivors. The Honour Guard was only able to get Calgar to safety due to the valiant sacrifice of Brother Aloysius, Commander of the Guard, who held his ground alone against the Swarmlord and his Tyrant Guard. Yet, as Aloysius fell, the Thunderhawks were able to lift off, carrying the few dozen survivors to safety. Because of the Ultramarines' noble sacrifice, Marneus Calgar would live to fight again, but the army of Utramar was no more. The polar fortresses were now on their own.

The War in Space

Tyranid Hive Fleet Bioships

Hive Fleet Behemoth attacks the Ultramarines fleet above Macragge

The battle on the ground had fared poorly, but the war in space was nothing less than disastrous. The first assault wave of the Tyranid fleet had claimed the mighty Battle Barge Caesar. The third wave saw the destruction of the better part of Ultramar's merchant fleet as a swarm of Void Fiends slipped through the perimeter breach caused by the Caesar's destruction. By the ninth wave, Macragge's Starnova stations had become bloody charnel houses, rendered into mere hunks of debris left spinning in the cold void of space. When the twelfth assault wave occurred, the orbital defences of Macragge were all but obliterated. Macragge now lay undefended, and the Tyranid invasion intensified.

The Hive Ships capitalised on their victory, releasing thousands upon thousands of Mycetic Spores directly onto Macragge's polar fortresses. However, the war in space was not yet concluded. Refusing all but the most vital medical aid, Calgar took command of the surviving vessels and began to harry the Hive Fleet as it spread out to surround Macragge. Its forces deployed on the planet's surface, the Hive Mind chose to withdraw its bio-ships from Macragge in order to lure the defending ships away and thus preventing them from coming to the polar fortresses' aid. Calgar took the Tyranids' bait, and pursued the Tyranid fleet toward the ringed world of Circe at the edge of the Macragge System, but not without a plan of his own.

The timely arrival of the Imperial Navy's entire Battlefleet Tempestus from Bakka finally sealed the Tyranids' fate by catching them in a vice between the two fleets. Even now, the Imperial fleet was overmatched, for the Tyranids were too many. However, the Hive Mind's victory was short-lived. The battle would have been lost save for the heroic sacrifice of the great Battleship Dominus Astra.

Charging into the heart of the Hive Fleet, the huge Emperor-class Battleship detonated its Warp-Drives, creating a Warp vortex that dragged both it and the entire Tyranid fleet to oblivion. Caught between the guns of two Imperial fleets, nearly all of Hive Fleet Behemoth’s bio-ships were destroyed. A scant few, scarred and battered, slipped away into the depths of space. Though it had suffered a grievous defeat, the galaxy had not heard the last of Behemoth. With the Hive Fleet destroyed, Calgar's surviving starships came about and roared back to Macragge to try to save the beleaguered polar garrisons.

Last Stand of the 1st Company

UM 1st Co. Termis

The last stand of the Ultramarines 1st Company during the Battle of Macragge

In truth, the war was won at Circe. The only question that remained was whether Macragge would be lost in the process. Whilst battle raged in space, the valour of the Ultramarines was being tested as never before on the surface. Through darkness and terrors unimaginable, the 3rd Company finally reached the lower Penitorium where the Astartes defenders had made their last stand. Tyranid bodies were piled six deep around the doors, and within the room a circle of Terminators lay where they had fought back to back. Each had given his life for his brothers. The Ultramarines' 1st Company had been wiped out to the last man.

The Battle of Macragge remains a great source of both sorrow and pride for the Ultramarines. The names of its fallen are commemorated each year at the Feast of Days, their sacrifice remembered throughout Ultramar with honour and gratitude. But the cost had been great. The Ultramarines 1st Company was gone and the 3rd and 7th sorely diminished. It would be many long years before the Chapter could properly replace its losses, but replace them it would. The Ultramarines would endure.

The Behemoth Falls

When the fleet-bound Ultramarines returned to Macragge, they found a landscape subsumed by carnage. Though a few survivors were found in the ruin of Macragge's southern fortress, none were discovered in the north. The body of a Hive Tyrant believed to be the Swarmlord was found on the corpse-littered ice fields outside the northern polar fortress, but the damage it had sustained made it impossible to identify with certainty.

Rumours persist that the beast had somehow escaped death and that the Tyranids would one day return. It would be solar decades before the truth was revealed.


UM Tyrannic War Vet

An Ultramarines Tyrannic War Veteran

Since the Battle of Macragge, the Ultramarines have become instrumental in the Imperium's wars against other Tyranid Hive Fleets. In the aftermath of the Battle of Macragge, the Ultramarines were faced with the Herculean task of rebuilding their most experienced body of Veteran warriors -- the 1st Company.

Responsibility for this undertaking fell to Chaplain Ortan Cassius, whose hatred for the Tyranids and all they had done to the worlds of Mankind knew no bounds. Cassius petitioned Marneus Calgar for the authorisation to raise a new body of Ultramarines drawn from the ranks of those Astartes who had survived the First Tyrannic War. Only those Space Marines who had been tested like he had could truly understand the threat posed by the Tyranids. Marneus Calgar eventually acceded to the Chaplain's request. With the Chapter Master's sanction given, for the first time in the Chapter's history, the dictates of the Codex Astartes were re-written.

The Chaplain gathered his corps of Tyrannic War Veterans. Under Cassius' leadership, those Battle-Brothers who had fought the hardest against the Tyranid swarms that had assaulted Macragge were elevated and afforded additional duties, until each was eventually judged worthy of joining the ranks of the slowly reconstituted 1st Company. These Tyrannic War Veterans make up the first and most powerful of the Chapter's reformed 1st Company, and are second to no other warriors of the Imperium because of their experience, training and upgraded Power Armour.

Though a minor deviation from the Codex Astartes, Marneus Calgar tolerates his mentor's divergence from its sacred tenets, sensing that someday there shall be another reckoning between the Ultramarines and the Tyranids, and that Cassius' Tyrannic War Veterans may be the key to final victory.


  • Battlefleet Gothic Magazine 2, "Battlefleet Bakka," & "D'aynes Fighting Ships of Segmentum Tempestus - Battlefleet Bakka," pp. 30-35, 36-40
  • Battlefleet Gothic Magazine 7, "Rath's Last Stand," by Time Driscole, pp. 6-8
  • Battlefleet Gothic 10 (US), "The Defence of Macragge", pp. 6-10
  • Battlefleet Gothic 15 (US), "The Ultramarines", pp. 16-23
  • Codex: Grey Knights (5th Edition), pg. 16
  • Codex: Tyranids (8th Edition), pp. 14-15
  • Codex: Tyranids (5th Edition), pp. 12-15, 57
  • Codex: Tyranids (4th Edition), pp. 8-9
  • Codex: Space Marines (5th Edition), pp. 32-33, 40, 87
  • Dataslate: Tyrannic War Veterans (Digital Edition)
  • Deathwatch: First Founding, pp. 69-70
  • Warhammer 40,000: Apocalypse, pp. 25-32
  • Warhammer 40,000: Planetstrike (5th Edition), pg. 54
  • Warhammer 40,000 Rulebook (5th Edition), pg. 129
  • White Dwarf 306 (US), "Return to Macragge", pg. 92
  • White Dwarf 300 (US), "The Battle Rages On", pg. 168
  • White Dwarf 299 (US), "The Battle Rages On", pg. 86
  • White Dwarf 298 (US), "The Battle Rages On", pg. 80
  • White Dwarf 297 (US), "The Battle Rages On", pg. 82
  • White Dwarf 256 (UK), "Codicium Imperialis: Defenders of Ultramar - Volume IX, Part I of the Liber Victorum: Battle of Macragge"
  • The Chapter's Due (Novel) by Graham McNeill
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